Ford family voting rights upheld

David Shepardson / Detroit News Washington Bureau

Posted:
05/10/2013 12:05:57 AM MDT

Updated:
05/10/2013 11:58:40 PM MDT

Wilmington, Del. -- A record percentage of Ford Motor Co. shareholders backed a plan to end the Ford family' s special class of voting stock that gives it control of the company again failed to end the family's voting rights.

Ford also said Thursday it has named a new lead independent director -- Ellen R. Marram, the first woman to hold the job -- to its board.

At the company's 58th annual meeting here Wednesday, 33.4 percent of shareholders backed the proposal to end the class of shares that allows the family to control the Dearborn automaker.

In 2011, the proposal received its highest tally ever: 31.2 percent. It fell last year when a total of 29.5 percent voted to eliminate special voting rights for the Ford family. One advocate said the proposal has gotten a majority of stockholders to support it -- not including the Ford family -- in recent years. Many corporate governance advocates and some institutional investors oppose two-tier stock ownership plans.

The Ford family holds a special class of stock worth about 40 percent of the voting shares, getting 16 votes per share. That provision gives the family effective control of the company.

The automaker noted that the two-tier stock structure has been in place since it became a public company in 1956.

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Ford executive chairman Bill Ford Jr. defended the family's ownership. "If you look at the performance of our company through the last six or seven years versus others who did not have (family ownership), kind of like the way we performed," Ford said after the meeting. "Having the family vote and ownership position really allowed the company to stay focused, not get distracted and to survive and ultimately thrive."

Ford CEO Alan Mulally said the family ownership has "served us very well."

Separately, Bill Ford Jr. told reporters Mulally has a "long run" remaining as CEO and joked he'd like to see Mulally stick around until 2020 or 2025.

"I like listening to Bill," Mulally responded.

Asked directly if he planned to stay as CEO through at least the end of 2014, Mulally agreed. "I think we've said at least through 2014 but I always listen to my chairman."

Ford Jr. said the automaker's stock price has jumped by about 40 percent over the last year -- though it is still down from prior years."Hang with us please," he urged stockholders. "We've had some tough years but we're coming back."

Ford Chief Financial Officer Robert Shanks said the company is working to boost its profits outside North America. "We have a great plan," Shanks said. "Just a little more time and you're going to see all parts of the company humming quite strongly."

At a little over an hour, it was the third shortest ever.

Named to the post was Ellen R. Marram, who is president of a business advisory firm, was added to the board after a longtime member retires. President of the Barnegat Group, LLC and former CEO of Tropicana Beverage Group, she has been a Ford board member for more than 20 years.

She's the first woman to hold the position at Ford, and is one of just two women on the board, which includes former Utah Gov. Jon Huntsman and former House Majority Leader Dick Gephardt, D-Mo.

Marram will chair the executive sessions of the independent directors, advise on selection on board committee chairs and work with Ford Jr. and Mulally "to ensure management is adequately addressing the matters identified by the board," Ford said in its proxy statement.

Ford said Irvine O. Hockaday Jr., 76, a former president and CEO of Hallmark Cards Inc., was stepping down from the board. He helped recruit Mulally, then a top Boeing Co. executive, to become chief executive of Ford in 2006.